Can an IRA Invest in a Private Company?

The good news is that you can make use of a self-directed retirement plan, such as a self-directed IRA. g. 401(k) and use it to finance a franchise or new or existing business. Businesses in which you already hold an ownership interest are not eligible for investment, but all other businesses are. You are not taxed on the amount you use for retirement purposes (unless the LLC is owned by an IRA; see below). Using the money would be regarded as an investment rather than a withdrawal. This means that there are no early-withdrawal taxes or penalties. But for these purposes, some designs and structures are more effective than others. These are examined below.

Yes, an IRA can invest in a private company. This includes owning stock in a C-Corp, LLC, or partnership. However, there are some restrictions and considerations to keep in mind.

Here’s what you need to know:

Advantages of Investing in Private Companies with an IRA:

  • Tax Advantages: IRAs offer tax-deferred or tax-exempt growth, just like traditional investments.
  • Portfolio Diversification: Private companies can offer diversification beyond traditional stocks and bonds, mitigating risk.
  • Growth Potential: Private companies, especially startups, have high growth potential, offering potentially higher returns.
  • Agility: Private companies are often more agile than public companies, allowing for quicker adjustments to market changes.

Restrictions on Private Company Investments for IRAs:

  • Self-Directed IRA Required: You need a self-directed IRA to invest in private companies. Traditional IRAs typically don’t allow such investments.
  • Prohibited Investments: IRAs cannot invest in S corporations, certain types of life insurance, or collectibles like antiques or firearms.
  • Prohibited Transactions: Using IRA funds for personal loans or buying property for personal use is prohibited.

Tips for Investing in Private Companies with IRA Money:

  • Understand the Limits: Follow IRS regulations to avoid potential issues.
  • Transfer or Rollover Funds: If you already have funds in a traditional IRA, consider transferring or rolling them over to a self-directed IRA.
  • Know the Risks: Private company investments are inherently riskier than traditional investments. Be aware of the potential for greater volatility.

Additional Considerations:

  • Step Transaction Doctrine: Be aware that the IRS may view pre-arranged transactions to avoid self-dealing rules as a single transaction, potentially leading to penalties.
  • Seek Professional Advice: Consult with a tax advisor and legal professional to ensure your IRA investments comply with all regulations and avoid potential legal issues.

Overall, investing in private companies with an IRA can offer significant advantages, but it’s crucial to understand the restrictions, risks, and legal considerations involved. Consulting with professionals and conducting thorough research is essential before making any investment decisions.

Here are some additional resources that you may find helpful:

Please note that this information is for educational purposes only and should not be considered professional financial advice. Always consult with a qualified financial advisor before making any investment decisions.


In this arrangement, an LLC would be formed and owned by the Self-Directed IRA. The LLC would then buy a business or make an investment with the IRA’s funds.

Advantages. If you have insufficient money outside of retirement, you can access your retirement funds. Also, opening and maintaining an IRA is less complicated and costly.

Disadvantages. When the LLC was owned by the IRA, it would generate UBTI from business operations, which would then be transferred to the Self-Directed IRA. Any tax-exempt benefit an IRA would typically have would be offset by the income being taxed at the IRA level. Note: LLCs that hold real estate for investment or rental purposes are exempt from this tax (unless their level of activity satisfies the requirements for conducting a trade or business).

Furthermore, the Self-Directed IRA owner is not eligible to get paid for running the company. Therefore, this arrangement would not satisfy the Self-Directed IRA owner’s needs if they required a salary. Furthermore, the act of managing the company may require the owner of the IRA to file Form 8886 and report the transaction as a “listed transaction,” even in the absence of any payment to them.


The Self-Directed IRA would create a C corporation rather than an LLC under this arrangement. After that, the C Corporation would be funded by the IRA and invest in either an established or startup company. Similar to an LLC, a C Corporation is an entity created under state law. However, the primary distinction is that it is subject to separate entity taxation, meaning that any income the company earns is subject to both corporate and individual taxation when it is distributed to its owners, or shareholders.

Advantages. If funds outside of retirement are insufficient to invest in or buy a business, you can access your retirement funds, just like with an LLC owned by a Self-Directed IRA. There are two major advantages to this structure. First, employing a C corporation spares you from the UBTI. The IRA’s ownership status has no bearing on the C Corporation’s corporate tax treatment because it is taxed differently from other entities. The second is distributions to the C Corporation since the IRA is a tax-exempt structure and dividends are not taxable when received.

Disadvantages. A C corporation owned by a Self-Directed IRA was nevertheless prohibited from paying an IRA owner a salary or other form of compensation due to IRA regulations. Such a payment would be a Prohibited Transaction. Furthermore, compared to an LLC, a C Corporation has additional formalities to follow, like the need to create and maintain minutes and other records.

Can A Roth IRA Own C-Corp Shares?


Can an IRA own a corporation?

The fact that an IRA can invest in a C Corp or an LLC, but not an S corp, often infuriates investors. Nevertheless, it is important to remember that these S corp shareholder restrictions are based on rules in the tax code and not IRA tax rules.

Can you hold private company stock in IRA?

Alternative assets that may be used in self-directed IRAs include real estate, crypto currency, venture capital funds as well as private stock.

What type of investments are not allowed in an IRA?

Your IRA cannot invest in collectibles. That includes artwork, stamps, rugs, automobiles, alcohol, certain metals, and other items.

Can stocks be held in an IRA?

Almost any type of investment is permissible inside an IRA, including stocks, bonds, mutual funds, annuities, unit investment trusts (UITs), exchange-traded funds (ETFs), and even real estate.

Can an IRA own stock?

An IRA can own private company stock or private funds. This can be LLC interests, LP interests, and C-Corp Stock. IRAs do not qualify as s-corp shareholders and therefore they cannot own s-corporation stock. Can an IRA hold stock?

Is a C corporation taxable to an IRA?

Since the C Corporation is taxed as a separate entity, the status of the IRA as an owner does not affect the tax treatment at the corporate level. The second is distributions to the C Corporation as dividends are not taxable to the IRA when received as the IRA is a tax-exempt structure.

Can an IRA be a shareholder of an S corporation?

Just a quick note that due to the very restrictive S Corporation shareholder rules under IRC Section 1361, an IRA cannot be a shareholder of an S corporation. If this should happen, the corporation would lose its “S” election and the business would revert back to a C corporation.

Can I invest in a closely held company in my IRA?

You can invest in a closely held company in your IRA if you follow IRS rules. 1. Can an IRA Own Farmland? 2. Can I Invest My IRA in an LLC? 3. Tax Implications of Retiring With a House Owned by a Self-Directed IRA One of the benefits of an IRA is that it allows you to hold a wider array of asset types than other retirement plans, such as 401 (k)s.

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